Storm Hound Book I: Undertown
by TruthxLiesxMagic
Summary: Two boys: one the timid son of a brutal leaguesman, the other with the blood of sky pirates flowing in his veins. Together, they are set on an unstoppable course of mystery and adventure in the corruption of Undertown. Twig trilogy AU.
1. Introduction

**Storm Hound Book I: Undertown**

**Rating:** T

**Genre:** Adventure/Friendship

**Summary:** Two boys: one the timid son of a brutal leaguesman, the other with the blood of sky pirates flowing in his veins. Together, they are set on an unstoppable course of mystery and adventure in the corruption of Undertown. Twig trilogy AU.

**Author's Note:** I am unbelievably excited about this project. It really is massively AU - for better or worse for the Edge remains to be seen - but I hope that won't put anyone off. This is the result of me re-reading the Twig trilogy and being struck by something that seemed really quite illogical. So, I decided to see what would happen if one character took a different course of action. I don't want to say too much for fear of spoiling the story, but I can assure you that I will do my best to take you on an exciting journey with me.

* * *

**Introduction**

**oOoOoOo  
**

Far far away, jutting out into the emptiness beyond, like the figurehead of a mighty stone ship, is the Edge. A land of many creatures and many cities – from the grand spires of Sanctaphrax to the poverty and depravity of Undertown; the humble, tree-dwellings of the woodtrolls to the underground colonies of the termagent trogs – within each a hierarchy, a hundred traditions, and an identity. Yet in every community there is the perpetual instinct, the common urge to improve, to gain, to have the most power, the most money, or simply the most resources. In those that such an instinct is strongest, a call reaches out to the entirety of the Edge: Undertown!

Undertown; a busting, hustling, thriving, dirty place that all inhabitants of the Edgelands that had never seen it regarded as a place of endless opportunity, with streets paved with gold, and a life far better than any scraped out in the perilous Deepwoods. The truth was a stark contrast; the dreams of those who travelled to the sprawling warren soon saw that it was, with the exception of the more elegant Western Quays, a ramshackle slum inhabited by as wide a variety of creatures as was ever seen, all thrown together in its overcrowded alleys.

For those with money in their pockets, or – even better – a pinch of phraxdust to spare, however, this hub of poverty became a thrillingly vibrant centre of commerce. Deals secured, prices undercut, backs stabbed as hands were shaken, mouths smiling as competitors fought mercilessly to secure the most profit as quickly as possible, fingers in every pie – sky ship construction, repairs, guards, sky sailors, Undertown gangs, phraxdust production and sales, Leagues business – all in the name of rising as high as you possibly could, to attain more and more of anything, of everything. It was a perilous game to play, an endlessly complex dance of intrigue, politics and cloak-and-dagger undertakings, but to win was to be, for a short while, on top of the stinking dungheap of Undertown, where the air was sweet, and the luxuries many.

To truly succeed in Undertown, though, is to never hesitate in the eternal calculation of risk against gain, of danger against profit. It is simple enough to do these things for a limited time – the true masters of Undertown are the ones who can _keep_ doing them, who can constantly dodge the plots of others while keeping one's own plans secret and safe, changing them to suit the climate of the city as precisely and elegantly as a sky ship captain changes weights and course to suit the ever-changing sky.

Yet Undertown serves another purpose, aside from housing the centre of economy, and being the stage for the dramatic feuds between the different districts and the leagues that reside within them. For Undertown, with its dark, winding alleys, with its underhand dealings and unscrupulous characters that can be paid to forget a face, provides the perfect hiding place for anyone who wishes to start again as someone new. Perhaps they have a debt to avoid, perhaps a murky past that they wish to forget now they have arrived at this beacon of hope. Or perhaps – just perhaps – they simply don't wish to be found. Whatever the reason, Undertown makes it easy enough for one person to disappear, and another to be born. A quick word, a satchel of gold, and nobody need know what your past was.

At least, so the theory goes, but sometimes the past has a habit of catching up with those who are most desperate to avoid it. For the unlucky ones – they can run, they can hide, but eventually everything will come to light, whether they will it to or not.

* * *

The Deepwoods, the Stone Gardens, the Edgewater River. Undertown and Sanctaphrax. Names on a map.

Yet behind each name lie a thousand tales – tales that have been recorded in ancient scrolls, tales that have been passed down the generations by word of mouth – tales which even now are being told.

What follows is but one of those tales.


	2. Chapter I: The Undertown Knights

A/N: Well, this only took me forever. Seriously, what the hell, self? I blame it on the Captain. He's my favourite character out of all this entire _series_, but boy is he hard to write. Also, the chapter itself apparently did not want to exist. It didn't help that I almost had what is not the second chapter finished before having the grand idea of changing the whole way I'm going to go about this story and writing this chapter to go first. I think you'll all enjoy it better this way though. At least, I hope so, because I'm going to enjoy writing it more like this!

* * *

**Chapter I – The Undertown Knights**

**OoOoOoOoO**

Ferax Nembellix chuckled to himself as he played with his young prowlgrin pup in the Academy roosts. By rights he should have been in bed – the pups no longer needed feeding through the night – but he had been unable to sleep, and as soon as he'd started thinking of his pup, he'd been itching to go to the roosts and make sure it was alright. The winter had hit hard this year, and although heaters had been installed, and every precaution had been taken to keep the prowlgrins healthy, Ferax still worried for the health of his pup, which had been born sickly, though to look at the sleek, healthy creature now, one would never think it.

"Oh, you like that, boy, don't you?" Ferax remarked, amused, as the act of tickling the pup under its chin caused it to purr with delight. "I don't know about being a Knight's prowlgrin; you're more likely to spend all your time being spoiled!"

"And whose fault will that be, lad?" The voice, although not loud, shot through Ferax like an arrow, and he froze at the very first syllable. The one person he had hoped to evade above all others during his midnight wandering had discovered him, and Ferax could only wonder what his punishment would be for being out after curfew.

"S-sorry, C-C-Captain…" The boy stammered as he rose and turned to see the most respected Knight of the Academy standing only a few feet away, leaning against a pillar. It was impossible to tell how long he'd been there, and Ferax felt foolish for not noticing he was being watched.

"I don't think you should be out and about at this time of night, squire," the Captain continued. His quiet tone did not betray any anger, but Ferax suspected the look in his eyes made up for that quite easily. Unable to meet it, Ferax looked instead at the roost bar beneath him. Looking down from this height made him feel slightly queasy, but it was a pleasant alternative to the Captain's steely gaze.

"I-I'm sorry." Ferax repeated. "I—well… It's just…"

"Just what?" The Captain demanded. "Spit it out, squire!"

"I just wanted to make sure my pup was alright, sir!" The words tumbled out quickly, Ferax's tongue obeying the Captain's orders before his own brain. "It's so cold – and he wasn't born strong – and, well…"

The sentence trailed off awkwardly, and Ferax gulped, wondering if he had just made the situation better or worse. He had never spoken to the Captain – who usually only dealt with the knights-at-arms – before, but he had heard plenty of rumours about the mysterious man. Some were insubstantial gossip, others were not. The rumours about the man's temperament were certainly founded on facts. As he waited for a response, Ferax dared to look up and gauge the Captain's mood from his face, but his expression was blank, and so Ferax used the time to examine the Captain more closely. This was the closest he had ever been to him, and although Ferax had heard that the eminent often seem small and disappointing in-person, he thought that the Captain looked larger than life.

The Captain of the Undertown Knights was of above average height, and beneath his leather riding suit, his unassuming wiry frame was home to a surprising level of strength, as many a knight-at-arms had come to realise as they fenced with him. Ferax had heard that the Captain was not long past forty years, but sometimes he wondered if that were true, for his short curly hair was completely snow white, with not a single strand of the original colour remaining. His eyes – or, rather, single eye, his right having been lost, presumably in some battle, and the socket covered by a piratical eye patch – was at odds with the rest of him, an unbelievably bright shade of blue that made Ferax wonder if it would glow in complete darkness. He had heard from the knights-at-arms that the Captain often looked bitter and cold; unsurprising, if even a handful of the rumours about where he had been and what he had done were true, but disquieting all the same. Ferax was no master at reading faces, but even he could tell that the Captain had a great deal weighing on his mind and soul. Perhaps it was just the dim lighting casting odd shadows in the roosts, but it seemed as though every grievance was etched into the man's very face in lines not light enough to ignore, but not deep enough to merit being called wrinkles. For all that, though, it was impossible to divine what the man was thinking.

As Ferax examined him, the lines around his mouth were turned and twisted as the Captain smiled wryly.

"As much as I should reprimand you, lad, I have to admit – I'm here for exactly the same reason." The Captain confessed. "All the same, don't stay up too late. You have studies to get to in the morning, if I'm not mistaken."

"Yes, sir," Ferax answered dutifully, relieved that the Captain was in a good mood. He had heard that the Captain had a great fondness for his prowlgrin, and it seemed luck had intervened that his breaking of curfew had been for a reason that would play on his sympathies. "I won't be long now, sir. I just wanted to make sure my pup was alright, with it being so cold lately."

The Captain nodded, and looked the lad over as if trying to place him. "You're one of the Nembellix lads, aren't you? Your brother, Hemlix, here already?"

Ferax fought not to scowl. There it was again; nobody knew him for himself, merely for the reputation of his eldest brother, the shining star of the family who set an unbeatable standard for his younger brothers.

"Yes, sir," he answered. "He's training with the dust-grubbers."

"Ah, yes, the shining star of the up-and-coming knights," The Captain remarked, ignoring the slang, unlike other the instructors. His tone was perfectly even, but Ferax could not shake the feeling that there was a subtle jibe woven into his words. "I imagine he's raised the bar quite high for you?"

"Somewhat, sir," Ferax conceded, albeit stiffly. "I'll do my best to be as good a knight as he is."

In a flash, the Captain was right in front of him, his face twisted with an emotion Ferax couldn't identify. The young squire fought not to lose his footing on the narrow bar as he took an automatic step back from the intimidating figure.

"Earth and Sky, lad, don't aim for that." Although the Captain spoke at little more than a hiss, his words seemed to reverberate around the roost hall. "Aim to be _better_. _Be_ better."

"Y-yes, sir." Ferax swallowed, nerves that had abated suddenly rushing back and forming a hard knot in his stomach. "I-I will! I'll be a b-better knight!"

"A better knight?" The Captain snorted disdainfully. "Damn that. You can be as good a knight as you want – you can move swifter and fight harder than anyone else, but it means nothing if it's not a good _person_ carrying the title."

Seconds slipped by leaving Ferax none the wiser, and then all at once the full implications of what the Captain was saying hit him, and he paled. Surely he couldn't know about… but what other explanation was there? He could be bluffing, but the Captain didn't seem the type to bluff, not when he had so many very real ways of making people listen to him. Besides, didn't people say he had a spy network that kept him informed of everything that happened in Undertown?

The silence continued as Ferax struggled to find the right words, but when he realised that there _were_ no right words for a situation such as this, he settled for asking the Captain how he'd found out.

"The right questions asked of the right people." He answered with a shrug, and then his expression softened almost imperceptibly. "Don't worry, lad, I won't turn him in – not yet, at least."

"Why not?" Ferax asked, honestly curious. "With what he's done… Honestly, sir, I'm ashamed to call him my brother. None of us want everyone to know, but if it came to it – and I know it will eventually, sir, we all do – I'd be the first to give evidence against him."

"Because your whole family would be disgraced, lad." The Captain said simply. "And I think – I hope – that the rest of the Nembellix boys are cut of finer cloth."

"Yes, sir – yes, of course," Ferax sighed, suddenly feeling tired. What an end to a day this made. He hadn't expected anyone to find out about _this_; he'd expected that the family would take the secret of their black sheep to the grave for the sake of reputation. "I—thank you, sir. I swear—"

"Don't bother." The Captain cut him off shortly. "Words mean nothing, squire. _Show_ me that you're different, and then I'll believe you."

"Yes, sir," Ferax said meekly.

"Be careful you take a different path, Ferax." The Captain said. His voice was a little softer now. "You have the capacity for goodness; you remind me of someone I once knew in that way…" He trailed off and then, abruptly, ordered him to get off to bed, adding that he wouldn't get up in the morning otherwise, which was true.

Ferax, with a show of extreme good sense, took the opportunity to escape the presence of this mysterious, temperamental man and descended the roost-pillars at a pace that was risky at best. He fought the temptation to run only until he was out of the Captain's sight.

* * *

It was the best part of a week before he saw the Captain again. As a lowly, new-come squire, Ferax and his peers were learning only the most basic aspects of a noble, dangerous and extremely necessary quest that had become most commonly known, in true nature of students reducing everything to easy slang, as dust-grubbing.

Once, Ferax knew, the Knights Academy had been the greatest academy in Sanctaphrax, but now the squires were forced to make do with the ramshackle, run-down edifices of Undertown, which had once been store-houses or work-rooms, inhabited in the past by slaves or Undertowners desperate enough for a few coppers to suffer the long hours in poor conditions. About the only building that retained its original purpose was the prowlgrin roost-house, which had apparently belonged to a trader in the creatures before the Academy claimed it.

Still, the squires and knights had fared far better than the other Sanctaphrax Academies…

Ferax and his classmates had just completed their stints in the roost-house, raising their prowlgrins from newborn pups, and although they could hardly now forget about the beasts, their day-to-day studies had moved on to another area: the creatures of the Mire. It was essential, they were constantly told, to have intimate knowledge of the creatures that existed in the muddy expanse that lay between Undertown and the Twilight Woods in case they should ever be given the honour of a full knighthood and the quest that accompanied it. For most of the squires, such an eventuality was one to be avoided at all costs; many only joined the Academy in the first place to enjoy several years of comfort and ease compared to the gruelling hand-to-mouth existence that awaited them outside it.

For the past couple of weeks, Ferax had dozed through the theory classes, finding them uninteresting and, more importantly, not entirely sure he wanted to be seen to excel and so follow in his brother's footsteps. In the days that followed his encounter with the Captain, however, the man's words rang in his ears, keeping him alert. He would prove that he was capable of being better – a better squire _and_ a better person – than his brother had been, and so he worked hard, forcing himself to pay attention during the lectures and taking down notes. His sudden change in attitude was noticed, of course, but the teachers were too thankful to question it, and as he had no particular friends among his peers, he evaded the few questions by mumbling something vague about his family's expectations and buried himself in his notes.

In the end, it was Hemlix, of all people, who interrogated him, though how he'd found out was a mystery in and of itself. Ferax's brother collared him as he went to get dinner one evening, and pulled him into a deserted lecture hall without a word of explanation. Not that an explanation was particularly needed; Ferax could tell just by glancing at his brother's stormy expression what was coming, and his stomach clenched in fear. The last thing he wanted to do was incur Hemlix's anger, but that seemed to be exactly what he'd managed to do.

"What in Sky do you think you're playing at?" Hemlix hissed when he had made sure they would not be overheard, grabbing his brother by his curly red hair and forcing him to look him in the eye.

"_Ow_!" Ferax exclaimed. He tried to pull away, but it only made Hemlix grip tighter. "Hem, I… I don't know what—"

"You know perfectly well what I'm talking about." Hemlix retorted, in a voice that allowed for no argument. "Were you planning on grabbing a little glory for yourself, Ferax? Gotten a little jealous watching me rise?"

"No!" Ferax exclaimed, heart in his mouth. He was fairly sure that his brother would not harm him, but Hemlix was four years older than him, and his significantly taller frame helped him to intimidate those he had a bone to pick with. "No, Hem, I swear that's not it!"

"Or maybe," Hemlix continued, ignoring his little brother's denial as he released him and began to pace, "you thought to turn me in? Is that it, Ferax? You thought that maybe turning in your brother would earn you some respect for doing the _right thing_?" His voice thickened with sarcasm, and his eyes were cold, pinning Ferax to the spot with their harsh glare. Ferax found himself wondering which was worse; his brother's glare, or that of the Captain. "If that's so, you're even more of an idiot than I thought you were."

"No," he repeated. "Hemlix, it's nothing like that, I promise you. I just…" Ferax hesitated, and then decided to take a chance. "I just wanted to make Mother proud."

It was a bare-faced lie, and once he'd said it, Ferax didn't expect for a moment that Hemlix would swallow it. It was a surprise, then, when Hemlix did not immediately reply, but instead looked his little brother over for a few moments. With every second that passed in silence, Ferax felt more and more uneasy, but he didn't dare say anything more.

"I see." Hemlix said eventually. "Well, in that case, you can—"

But Ferax never heard what he could do, because at that moment the door opened, and the light spilling into the room framed the figure of the Captain stood in the doorframe. At once, Ferax felt himself go cold, wondering how much he had heard and what he had deduced from it, but Hemlix, with his back to the door, frowned at his brother's sudden change in expression.

"For Sky's sake, Ferax—" Then he noticed the light and glanced over his shoulder. "Who is it? Can't you see…"

The moment that Hemlix realised who he was talking to and trailed off with an expression on his face somewhere between fear and anger would, though brief, would become a memory that Ferax cherished dearly. The next second, though, Hemlix had composed himself; he even faked a small, tight smile.

"Captain! I apologize, I didn't realise it was you." Hemlix said, and clapped Ferax on the shoulder. "I was just telling Ferax here how proud we all are of him for his change of heart. Now that he's concentrating on his studies more, perhaps we'll make a knight of him yet, eh?"

"Perhaps." The Captain replied coldly. "Get along to the refectory, Nembellix, before dinner is over."

"Yes, sir." If Hemlix was frustrated at being interrupted in his scolding, he showed no sign of it, and pulled Ferax along with him, the only sign of his anger being his harsh grip on his brother's arm. "Goodnight, sir. We'll be on our way."

"You certainly will." The Captain agreed. "But I'd like a word with your brother. Squire, you stay here."

Ferax looked up at the Captain sharply, but the man's face was completely blank. In some ways, that made it worse; Ferax could only imagine what would be said to him now. What would the Captain think – that he and Hemlix had been plotting together? That he still put his brother before himself, and had ignored what the Captain had told him?

Hemlix looked for a moment as though he would argue – doubtless he was hoping to get Ferax away and continue the interrogation elsewhere – but he said nothing and after a moment released his hold on his brother.

"Of course, Captain," he said smoothly. "Ah… I hope my brother isn't in any trouble?"

_No, because you're the only one who's allowed to scold me_. Ferax thought to himself bitterly.

"That depends, Nembellix." Weather patterns were easier to read than the Captain. "Run along now."

With a final look between Ferax and the Captain, Hemlix finally turned and headed towards the refectory, and Ferax knew there would be hell to pay later – not to mention the fact that he'd be expected to repeat the conversation that would ensue between himself and the Captain word-for-word later.

Ferax wasn't quite sure what he'd expected the Captain to say to him when the man had ushered him back inside the lecture hall and turned to face him, but it certainly wasn't the remark that came forth.

"You remind me of someone I used to know, squire."

"Sir?" Ferax risked looking the Captain in the eye, hoping that for once he might be able to puzzle out his meaning from his expression. This was the second time in as many conversations that the man had said something to that effect, and it aroused his curiosity no end. Unfortunately, the Captain's face was as blank as ever.

"A lad, younger than you by a year or two when I knew him, who ended up going down the wrong path," The Captain continued, and Ferax was almost sure he imagined it, but for a moment something like nostalgia sparkled in his single eye, gone as soon as it appeared. "Don't think you have to listen to your brother, squire."

"No, sir," Ferax replied, as that was obviously what he was meant to say, but silently he wondered how in Sky he could do anything _other_ than obey Hemlix. It had been that way since… well, for as long as he could remember. Hemlix was the eldest brother and so was obeyed. He wondered if the Captain realised this, because the man gave him a long, unreadable look before he spoke again. It made him feel vaguely ashamed.

"What did your brother want with you?" The Captain asked.

"He wanted to know why I'd started working harder, sir." Much like the last time they had spoken, Ferax found himself looking at his feet. "He wants…" Then he trailed off. It had been easy to disown Hemlix when he wasn't around, and when it was just himself and the Captain speaking off-the-record, as it had seemed to be in the roosts. Here, in the heart of the Academy, with his brother's words and power fresh in his mind, it was much more difficult. Ferax might fear his brother, and hate what he'd done, but family pride was a powerful thing.

"You can say what you like, squire." The Captain said quietly. "It won't go beyond these walls."

Indecisiveness tied Ferax's tongue. On the one hand, the Captain _had_ already sworn that he wouldn't reveal Hemlix's crimes, and so for the present he could potentially be considered an ally… but on the other, he _would_ hand Hemlix over for judgement at some point, so why give him extra ammunition? But then it seemed clear that he knew all he needed to about Hemlix already…

Really, what did it was the acute weariness that had begun to overwhelm Ferax from never telling anyone the truth.

"He… he wants to be the _only_ one who excels." Ferax began, slowly and hesitantly at first, but his voice gained strength as he spoke and let out the bitterness. "Hemlix is obsessed, in a way. He dreams of being a hero of Undertown, of rising higher than anyone before him. If anyone tries to stand in his way, they won't be there for long." He snorted and risked a look at the Captain. "But then you knew that already, sir."

The Captain nodded. "And if _you_ risk being seen as better than him?"

"I'm hoping it won't come to that, sir." Ferax replied, and then wished he could take the words back. "I'm his brother; that's why he was wa—talking to me." Again there was that family pride, refusing to let him speak so clearly ill of his brother. What had made it so easy last time? Because it hadn't been direct? He wished he could work it out.

"Let me deal with your brother, Ferax." The Captain said after a lengthy silence. "You concentrate on your studies."

"Sir?" Ferax's mind was suddenly filled with images of the Captain ensuring justice was done; of Hemlix's fate; of his family disgraced.

"Nothing more than a quiet word yet." The Captain clarified, the barest hint of amusement twisting the corners of his mouth up. "I keep my word when it's given, squire."

There was just enough of an emphasis on the '_I_' for Ferax to remember how he had given his word that he would be better than his brother. For some reason, he found it hurtful that the Captain would assume he needed a reminder not to follow in Hemlix's footsteps in _that_ way. It also crossed his mind that if this 'quiet word' hinted that the Captain knew what Hemlix had done, the man would be making himself a target for Hemlix's schemes, but Ferax bit back the urge to warn him; doubtless a man of the Captain's calibre would be aware of such a risk.

"Yes, sir. I won't let you down." Ferax assured the older man. "I'll prove to you that I'm nothing like him."

"Good lad." The praise washed over Ferax like a pleasant shower, and he found himself smiling in spite of everything. "Now, you'd better get yourself off before you end up with no dinner."

"Sir." Ferax nodded his acquiescence and made to leave, but something made him pause at the door. "…Sir?"

"What is it, lad?" The Captain asked, and Ferax believed it was the lack of the usual 'squire' tacked on to the end of his sentence that gave him the courage to say what he said next.

"Sir, I was wondering… who is it I remind you of? Only, you've said it twice now. I was just curious." As Ferax spoke, the Captain's expression slowly became thunderous, and the squire was on the verge of saying it didn't matter and making a run for the refectory when suddenly his face cleared and he sighed.

"Have I indeed?" The Captain said. "Well. It's true; you do remind me of someone I once knew…" He looked hard at Ferax, as if sizing him up, and the squire had the sudden, irrational feeling that he had to pass some kind of test to be worthy of the information he sought. He fought the sudden, fleeting urge to stand taller. Eventually, the Captain gave a small, almost imperceptible, nod. "Yes, very much so. He, too, had a great capacity for goodness in him, though in his case it ended up going unused."

"What was his name?" Ferax's mouth had gone dry, and the words came out at little more than a whisper. Fitting, really; he was suitably awed for such a tone.

For a moment it seemed as though the Captain would not answer, and would instead send Ferax on his way, but answer he did, in a voice as quiet as Ferax's. "Arborinus Voltix." There was a slight pause, and before Ferax could think of anything else to say, the Captain continued. "There was so much potential, and all of it wasted. It would be a shame for the same thing to happen again."

A flush of pride ran through Ferax when he grasped the man's meaning. That the Captain of the Undertown Knights – a man who was well known for being bold, courageous, intelligent and above all a great leader – thought _he_, Ferax Nembellix, despite the acts of his brother that would in anyone else's eyes have tarred the rest of his family with the same brush, had great potential, was heartening.

"What happened to him, sir?" He couldn't help but ask, longing to hear the full story.

"Undertown happened." The Captain replied simply. "The stinking pit of depravity that gets into your very soul… To think it was once viewed as a haven!"

"But sir… Undertown is the only civilized place on the Edge." Ferax said, tentatively repeating what he'd heard countless times. Everyone knew the Deepwoods were wild, dangerous and barbaric; the tribes that inhabited them even more so.

The Captain gave a short bark of ugly laughter. "That's what they'd like you to think, lad, all those Leaguesmen clinging onto their power by the very tips of their fingers! What a dilemma they'd be in if we all realised what a rotten pit Undertown is and left for pastures new, eh?"

"A bad one, sir, I should think." Ferax said, wondering suddenly if the Captain was insane, or at least badly paranoid. In his position, it wasn't such a stretch… He wondered if he could slip away without being noticed. The Captain's ranting was sending uneasy shivers down his spine.

"Aye, a bad one. That's putting it lightly. Sometimes I wonder why we don't all leave. The water in the Deepwoods isn't polluted to poison, you know, lad, and our dear knights wouldn't have to contend with the Mire, would they?" The Captain growled, and then seemed to recall where he was and who he was speaking to. His voice turned almost pitying. "Look at you, lad, with no idea about what really happens in Undertown."

"I do know some things, sir!" Ferax protested,the flush of embarrassment at what he perceived to be an insult momentarily overcoming his uneasiness. "I'm not some naïve young'un."

"I'm sure." The Captain replied with a twitch of the lips. "Oh, don't take it so badly, lad. It's not a bad thing to be unaware of just how much is wrong with this city – at least, unaware through innocence. There are some who think this is the way it should be."

"What's so wrong with Undertown, sir?" Ferax asked, deciding that to humour the Captain would be the safest way to continue this conversation.

"What's right with it?" The Captain countered. "What's right with a city where young lads come to a glorified slaughterhouse for a few years of comfort and education before risking being shoved out into the Mire on some Sky-forsaken quest?"

"You mean – here?" Ferax couldn't conceal his shock, not only at the realistic picture the Captain painted of the Academy in a few harsh words, but also at how close it was to his own thoughts not long ago. Spoken aloud, they were instantly repugnant, detestable. They went against everything the Academy stood for. "But sir—!"

"But nothing." The Captain's strong voice cut across Ferax's own with ease. "It's nothing less than the truth."

"You can't think it so awful if you're here!" Ferax exclaimed hotly, and once the words were out he could have bitten off his tongue if it would take them back. Sky alone knew what he was thinking, provoking the Captain – but the man didn't seem offended. On the contrary, he was giving Ferax the same look from a short while ago; the look that seemed to be testing him on some level.

"I'm here to try to save the lives of you lads as best I can," he said quietly. "And because the Knights Academy wasn't always like this. It was once a proud place – a place that produced knights academic, heroes Sanctaphrax and Undertown alike could be proud of."

"Sanctaphrax?" Ferax echoed, wide-eyed. It was rare anyone mentioned the floating city; it had become almost taboo.

"Aye, Sanctaphrax." The Captain suddenly chuckled, amused by some joke only he was privy to. "As bad as Undertown in some ways, and worse in others, but we needed it – or thought we did."

"Were you – I mean, did you ever go there, sir?" Ferax was speakingly barely above a whisper, forced into hushed awe.

"Yes, I did. I hated it, truth be told, but I did get some good out of it." The Captain answered, his eyes briefly fluttering closed, as if he was remembering the floating city. "It seems like a lifetime ago."

Ferax refrained from remarking that it likely was, searching instead for something else to say. "Did… did _he_ go to Sanctaphrax – Arborinus Voltix?"

"Oh, yes." The Captain's voice was unusually emotional, filled with what Ferax could only term foreboding. "Yes, he did… Hmm."

"Sir?"

"Perhaps… yes, I think so." The Captain fixed Ferax with a stare that was almost challenging. "Would you mind missing your dinner for a story, lad?"

Ferax was hungry, but the fact instantly became unimportant. "About Arborinus Voltix?"

"Him, and Sanctaphrax, eventually." The Captain confirmed. "Who knows, perhaps you'll learn something from it."

"I'll stay, sir." The words tumbled out of Ferax's mouth as quickly as he could form them. "I'm not hungry, really."

"Then sit yourself down, lad." The Captain gestured to the chairs arranged in increasingly large semicircles facing the front of the lecture hall. "It's not a short tale by any means."

Ferax sat, but the Captain remained standing, his gaze fixed on some point beyond the room they were in. He seemed to be staring into the past itself to retrieve the tale he was to tell.

"The thing about a tale like this," he began. "Is that there's no suitable start to it. You have to pick a day – a day like any other – and just hope you've gone far enough back for things to become clear…"

Then he started the tale true, and Ferax found himself enraptured, transported into the past and – for all intents and purposes – into another world.

* * *

A/N: And there you have it! I hope you're all suitably intrigued. Not quite the Undertown we all know and love, but the reasons for that will eventually become clear. The next chapter will have some familiar faces to make up for the slight weirdness of this one. Please drop me a review to tell me what you think of this story so far! It's my baby, my magnum opus, and I want to do it to the best of my ability.


	3. Chapter II: The SkyShipyards

A/N: Well, that only took forever, didn't it? It really doesn't help my updating speed that the plotbunnies (plotlemkins? Plotfromps?) keep changing their mind about what this fic is actually about and basically _changing the whole plot for me_. Gah. Also, I don't want to sound like I'm insulting the intelligence of my lovely readers, but just to make it clear, although the Captain is telling this story to Ferax, the presentation is more like a flashback sequence. I figured it would be a lot easier to write that way than trying to keep the story being told in the Captain's 'voice'.

There are a few faces that should be more familiar in this chapter. I'm pretty sure you'll be able to spot them.

* * *

**Chapter II – The Sky-Shipyards  
**

Another day was beginning as Arborinus Voltix sprinted through the crowded streets of Undertown, ducking and swerving around the multitude of street merchants, labourers hurrying towards their workplaces, young'uns running wild and playing away from the supervision of parents, and those just wandering the streets, either with enough money that they need not work, or – far more likely in this district – out of a job and hoping to find one.

Rin himself fell into the second category, although as he heard a nearby clock chime seven hours, he knew he would be lucky not to be in the last before the day was out. A labourer in the sky shipyard district of Undertown, his was a job that many others would be glad of. Pernius Mulgobnix, the yardmaster he worked under, loathed tardiness in his workers and Rin's shift had started at six hours, meaning he would be lucky to still be employed by the time the day was out.

It wasn't his fault he was late, though – at least, not really. He hadn't intended to oversleep, but he'd spent most of the previous night sneaking into one of the palaces in the Western Quays, which belonged to the father of his best friend. Normally, one would expect a friend to be able to gain admittance through the front door like anyone else, but to say that Ulbus Pentephraxis disliked the common boy his son had befriended was like saying that the Endless Winter of seventeen years ago was nothing more than a brief cold snap. The result was that if Rin wanted to see Cowlquape, it was easiest in the evening, when Ulbus Pentephraxis was becoming acquainted with a bottle or three of sapwine, but it still meant that one had to sneak in, or the other sneak out.

Cowlquape, Rin reflected as he wove his way through the early morning traffic, thankful to see he had almost reached the sky-shipyards, had seemed unusually subdued the night before. It was partly why Rin had stayed so long – he had been trying to draw the reason for his friend's melancholy out of him – and why he was planning on returning again that night. Still, as harsh as it might sound, that was a consideration for later. Right now, Rin's biggest concern was getting to work!

The sky-shipyards were buzzing with activity. Workers were busy sawing, shaping, waxing and varnishing wood for the sky ships that were being built and repaired, whilst below, their fellow labourers were occupied with unloading deliveries: of woodspider silk – painstakingly woven into huge sheets of cloth by silk-weavers in the East Undertown slums for a fraction of its true price – that would be used to make and patch sky ship sails; of the finest timber from the Deepwoods, purchased from the woodtrolls and shipped in, more often than not, by sky pirates as payment for repairs; of huge quantities of woodbee wax; of every substance and material imaginable that was required to work on the sky ships resting in the huge cradles that were raised above the roofs of the buildings below like enormous hammocks supported from below.

To work on sky ships, one needed a head for heights; it was not unknown, or even uncommon, for an unlucky worker to plunge to his death thanks to a misplaced foot during their ascent to the cradles or during their shift once up there. A macabre running joke among those who worked under the more unscrupulous yardmasters was that they sabotaged the harnesses the workers used while working on the cradles so that the labourers would plunge to their deaths at the end of their shifts, thereby not having to be paid for the day's work. It was sickening – but in Undertown, you never knew what was true.

Even here there was a hierarchy: the grandest League sky ships were secured within the cradles of the master shipbuilders – meaning, those who had almost certainly clawed their way to the top of the pile through trickery and deceit, who had influence in the Leagues of Flight, and who were fully prepared to con their fellow yardmasters out of commissions – while less influential crafters with a meagre budget had to make do with smaller commissions for less pay, leaving them unable to rise and challenge those with the ear of the Leagues of Flight, who would in turn look down in revulsion, even as they sold the off-cuts of their materials to the very plebeians they trod on daily.

It was a world within a world, one of the many economic circles that made up Undertown, and at this moment in time Rin was trying to sneak in without being—

"Well, well, look what the barkcat dragged in."

…Noticed. The youth groaned as he turned to the man who had addressed him – none other than the yardmaster himself!

Pernius Mulgobnix was a harsh taskmaster who drove his workers hard for their wages, but who never withheld praise when it was due. Tall and wiry, dressed in his trademark grey greatcoat that matched his steely gaze, he cut an imposing figure in the sky-shipyards, and was universally respected by those he employed. Rumour had it that he had once been a sky pirate who had retired and set up his business to undercut the Leagues, and after seeing him in a rage over a lazy labourer or a late shipment of timber, Rin could well imagine the shipyard master yelling at a crew of sky pirates as they soared over the Edge, plundering League ships and returning to Undertown laden with profit.

"I don't recall saying that your shift started at seven hours, Voltix." Mulgobnix continued, fixing Rin with a glare that made the boy feel as though he ought to be shrivelling. "Unless, of course, I happened to doze off yesterday and said so in my sleep?"

"No, sir." Rin muttered, unable to meet the shipyard master's gaze any longer and so casting his own to the ground. "Sorry, sir."

"'Sorry, sir', 'Won't happen again, sir', "I'll be on time tomorrow, sir'." Mulgobnix echoed all of the regular assurances he received from the boy stood before him and then shook his head. "That's all I ever hear from you, Voltix. There are dozens of boys in this city, even hundreds, who would give their back teeth for your job, so I find myself asking why, when you are yet _again_ late for work, shouldn't I turn you off and hire someone who will arrive promptly for their shift?"

Rin had no answer to that, and was ashamed of it. Everything the yardmaster said was true; he _was_ often late to work for one reason or another, and he knew he was extremely lucky that he'd lasted this long. He enjoyed his work at the sky-shipyards, and wished he could think of some defence that would stop Mulgobnix dismissing him, but none came to mind – and, really, he knew he didn't deserve another chance.

The yardmaster sighed heavily. "You're a good worker, lad," he continued in a marginally warmer tone. "When you're here, you're one of my best, but I can't have you turning up at whatever time you feel like. Not only is it cutting your own hours, but it sets a bad example if you get away with it."

Rin shifted from foot to foot uncomfortably. "I… I'm sorry, sir. I don't do it because I'm lazy, or… or I just can't be bothered – I _like_ working here, I really do. It's just…"

"Just what?" The yardmaster's tone was unreadable.

"It's just…" Rin hesitated, finding himself without an answer. He desperately cast around for a reply that might satisfy the yardmaster, but none presented itself.

The yardmaster waited, but when he saw that no answer was forthcoming he shook his head, looking disappointed.

"You'll make up the time at the end of your shift, Voltix." he said. "And I'm docking your wages."

"Yes, sir. " The leaden weight of guilt settled in the pit of Rin's stomach. If he couldn't bring enough money home, and through the fault of nobody but himself, he didn't know what he'd do "I…"

At that moment, however, something odd caught his eye. Behind Mulgobnix lay the cluster of offices that the clerks worked in, documenting the arrival of shipments, tallying the wages of workers and generally balancing the books, and where the yardmaster discussed the issue of payment with captains. Nobody else had the authority to go there; to disobey that particular order meant instant dismissal for a worker, and there was no reason for anyone else to even want to go in. At that moment, however, a weasel-faced fourthling in a scarlet greatcoat was lurking by the offices, as if waiting to speak to the yardmaster – or sneak in when the coast was clear. Certainly he didn't have the look of a proud, self-assured captain. In fact, Rin thought – having acquired something of a talent for guessing what position on a crew a sky sailor or sky pirate held – he looked more like a quartermaster; sneaking and insidious. If that was the case, he had no right to be lurking there.

"Well, Voltix?" Mulgobnix's booming voice recaptured Rin's attention.

"Sir, there's—" Rin, having looked back at the yardmaster, glanced again at the offices, only to see – nothing! "I… there was…."

"What?" The yardmaster demanded and went on before Rin could answer. "For Sky's sake, stop wasting time! Now get your arse up that cradle before I really do turn you off!"

Mysterious quartermaster or no, Rin wasn't about to test Mulgobnix's willingness to go through with _that_ particular threat. It would have to wait until later – if he hadn't imagined it.

"Yes, sir!" Rin cried over his shoulder, already running as fast as he could to the nearest sky ship cradle. He did not look back at the yardmaster – he did not dare – but if he had, he might just have caught the brief flash of amusement that crossed Pernius Mulgobnix's face as he watched his young worker dash off.

* * *

Rin ran through the sky-shipyard, heading for the West Tower, one of the many structures that supported the lofty cradles that held both the sky ships in for repairs, and those that were being constructed from scratch. Luckily, when he arrived, a sky-barge was just being landed by a mobgnome, letting off a couple of labourers whose shifts had just finished. Rin gave them a nod as he passed them and climbed onto the barge, but it wasn't returned. He didn't blame them; they looked exhausted. Very few worked the dawn shift, as it took its toll without mercy, but there were always those desperate enough for the money.

"I suppose you're wanting to go up now." The mobgnome said as Rin took a seat. "I don't know, never a moment's peace for the wicked…"

"Better wages here than most places, though, eh?" Rin replied.

The mobgnome just snorted at that and set the sky-barge off again. As the ground fell away beneath them, Rin couldn't help grinning. It was a highlight of his day, and in the moments on the sky-barge, he dreamed he was on a sky ship of his own, looking down as he set off for the Deepwoods.

It was a brief dream for a brief journey, though, and all too soon over. Rin thanked the mobgnome as he got out onto the top of the West Tower, and got a grunt in response. He pulled a face at the mobgnome's back and then glanced up for the first time. In the West Tower cradles, Rin could see what he thought at first could be nothing but a sky pirate ship, but the design was wrong—no, not _wrong_, per se, simply different to anything he had seen before. A frown settled on the youth's face as he tried to puzzle out what the ship could be. It was sleeker than any other ship he had ever seen, and just to look at it made his breath catch in his throat at the thought of what a dream it must be to sail. _Was_ it a sky pirate ship, after all? Perhaps one that had been custom built in an experimental style? It was an open secret that Yardmaster Mulgobnix was a supporter of sky pirates, and so got most of his business from them. That he would have been commissioned by a captain who wanted a better chance of outrunning the League ships that were plundered by sky pirates was quite possible.

Shaking the thought from his mind for the present, Rin concentrated on his ascent up to the cradle. Most labourers worked from sky barges and tenders, guiding the components of the sky ships together from relative safety, but it was the workers like Rin who fixed these components together from the shells of the sky-ships themselves. It was a risky job, in which a misstep could spell a long fall with a fatal stop, and it took a head for heights, daring and quick thinking to succeed. It was what Mulgobnix had meant when saying that Rin was one of his best workers; despite, or perhaps because of his youth, Rin was a natural. All the same, it didn't do to become cocky that high above ground, and Rin never forgot what he'd been told on his first day at the sky-shipyards.

_"Always check your harness, lad. Three tugs with all your strength, and if the rope doesn't give then it's safe to go up."_

With quick, practiced movements, Rin buckled on his harness belt and tied one of the free roped to it. After pulling on the rope three times to check it was tied securely at the top before he trusted it with his full weight, Rin began to climb. He remembered how it had seemed to take forever the first few times he'd climbed up, and true, it was a long way, but with six months of experience under his belt, the ascent was no longer as daunting as it once had been. Besides, there was an added bonus to so much climbing; Rin could now throw a punch with strength one wouldn't expect of a boy with such a small, wiry frame.

"Nice of you to join us, Your Lordship." The remark reached Rin as he clambered up onto the sky ship in for repairs. The younger boy grinned as he unfastened his harness with deft fingers. Tarp had joined them a few weeks ago as one of the casual labourers Mulgobnix had hired to help out with a sudden boom in demands for ships, and despite the age gap between them, they had quickly become friends.

"I thought I might just swing by to see how you were getting on, Tarp." Rin replied with a cavalier shrug and a grin. "We're doing the varnishing today, aren't we?"

"'We' as in the rest of us, or 'we' as in you actually chipping in now you're here?" Tarp asked of his friend, but there was humour in his tone, even if it was accompanied with exasperation, and he grinned back as he shuffled over to make room for Rin to work on the deck.

"Hey, I'm not late on purpose, you know." Rin said, shooting his friend an anxious look. The words of the yardmaster were ringing in his ears, and he hated the idea that his friends harboured ill feelings towards him. "It's just that I—well, you know that—"

He was interrupted by Tarp laughing heartily and clapping him on the shoulder. "Ah, I'm only having a laugh with you, Rin. How badly did ol' Ironsides chew you out, anyway?"

"Hardly any, actually." Rin replied as he took his place beside Tarp and, with brush at the ready, joined in giving the deck a final varnish. "He docked my wages, and I'm making up the time, but I still have a job."

Tarp nodded. "Could be worse, eh?"

"Plenty worse!" Rin agreed fervently, but before he could say any more the overseer, a heavy-set character with a short temper, yelled at them both to get back to work.

"If you were being paid to gossip, we'd have goblin matrons up here!"

The two friends grinned at each other and did as they were bid.

* * *

Once he got to work, the day passed relatively quickly. Rin enjoyed working at the sky-shipyards; the intricacies of sky-ship construction were fascinating and seeing the great hulks slowly come together to form an elegant whole was an experience he thought he would never tire of. The wages were good, too, which was a great help as the cost of clean water rose each day. Mulgobnix raised his workers' wages periodically, but there was only so much he could do without going out of business, which would leave the labourers with nothing. It was because of this particular cost – and one other – that Rin was so angry with himself for giving the yardmaster a reason to dock his wages. In a way, he welcomed the extra hour on the end of his shift that was spent making up time; it meant he could delay going home and explaining the situation to his mother for a little longer.

By the time he was finished he was exhausted, though it was only a little past fifteen hours. The descent from the cradle of the ship he'd been working on – called the _Stormchaser_, the very ship he had wondered about that morning – was left entirely to his body; his mind was on food and maybe a nap before he went to see Cowlquape.

He was alone in the small sky-barge that ferried workers up and down, having finished after the last of the next shift had arrived, but he ignored the grumbling of the mobgnome at having to make an extra trip. He was just ready – more than ready – to go home, even if he would be facing his mother's disappointment.

Just as he was leaving the sky-shipyards, however, a hand came down on his shoulder in a vice-like grip.

Rin was a born-and-bred Undertowner, and so naturally had all the instincts and suspicions that would be expected of such a person. If someone grabbed him with no explanation – especially if he couldn't see immediately who was detaining him – he assumed they meant him harm.

Reacting instinctively, he tried to twist out of the grip and partially succeeded; the hold loosened, allowing Rin to grab hold of the hand himself and prise the fingers apart, pushing them backwards. A cry of pain confirmed that he had succeeded. He rapidly scrambled away, lest the attack – as he presumed it was – was repeated. When he saw his assailant, however, the youth gave a gasp of surprise.

Stood before him, nursing his injured hand with his other, which itself was scarred from old injuries, with only stumps where his two middle fingers should have been, was the fourthling Rin had seen in the sky-shipyards that morning.

Instantly, he was torn between suspicion and anxiety. Suspicious of the fourthling's motives, which he had questioned from the first moment of glimpsing him, and anxious because there _was_ always the chance that he was a genuine customer, despite his questionable behaviour, and if he reported Rin's conduct to Mulgobnix – reasonable though it seemed to the boy himself – then, combined with his lateness, it might be enough for the yardmaster to rethink his decision not to turn Rin off.

"Rather fast reflexes you have there, boy," the man remarked with a hint of a smirk. "Of course, I expect you need them up in the cradles, don't you?"

"Yes." Rin decided the best solution to his predicament would be to answer in monosyllables unless he absolutely had to do otherwise.

"I suppose you're quite fast, too, hm? Quite the runner?"

Rin stiffened at the man's words. They sounded innocent enough on their own, but there was something in his expression that hinted at a double meaning to what he was saying. It could be his imagination, but Rin knew there were men in Undertown whose idea of a bawdy house was filled with boys rather than women. He was just about to tell the fourthling what he could do with his propositioning and leave when the man took a folded sheet of paper from one of the many pockets of his scarlet greatcoat, and a pouch that looked fat with coins from another.

"I have a message that needs delivering, but I have business to take care of," he explained. "If you deliver it for me, I can make it worth your while."

Unease was immediately replaced with temptation. Rin was exhausted, but if he could make up what Mulgobnix had docked from his wages, then his mother need never know what had happened. Besides, delivering a message was hardly strenuous, especially as he knew Undertown and its shortcuts so well. If the man was up to something suspicious, as long as it didn't concern Rin or harm Yardmaster Mulgobnix's business in any way, what was it to him?

"Alright." Rin said, holding a hand out for the letter. "Where's it for?"

"Go to the Bloodoak Tavern and ask for Vixus Xivus. Come back with a reply before sixteen hours and we'll call it… five gold pieces, say?" The fourthling smirked at Rin's shocked expression. The youth had a right to be shocked, though; that amount seemed extraordinary for the simple delivery of a couple of messages, more than he earned in a week.

"Give it here," he told the fourthling with a grin, all of his fears overshadowed by the thought of all the good food that much money could buy. "For that, I'll fly."

It never occurred to him, as he pocketed the message, which was simply folded, not even sealed, to read it. After all, it was nothing to do with him, and besides, given that it wasn't a skill necessary in a labourer, he wasn't overly practiced at reading. He'd never heard of Vixus Xivus, but if Rin thought anything of it, he assumed that he was a Leaguesman or perhaps a sky pirate. Certainly nothing to trouble himself with. Besides, five gold pieces bought a great deal of discretion from a boy who was living on the knife-edge between the respectable poor and the poverty-stricken.


End file.
